Time Troubles
by LiannaAila
Summary: Madoka, Mami, and Sayaka are caught unawares in a cake shop. When both of her friends are gone, there's nothing for Madoka to do except make her wish: to go back in time.
1. Before

AN: I do not own Puella Magi: Madoka Magica (though I wish I did!). These characters belong solely to Aniplex and other companies.

Madoka squealed in joy as she stabbed a piece of strawberry drizzled vanilla cake. The warm cake beneath the frosting melted slowly in her mouth as she savored the taste. Beside her, Sayaka munched contentedly on a blueberry topped ice cream sundae. Mami smiled from her seat across the table.

"Enjoying the food?" She asked, amused. It was their first week anniversary of training, after the fateful day when she had rescued the young girls from witch familiars. They all were tired from running around the city and had decided to take a break at the cake shop.

Sayaka waved her fork in the air excitedly. "Yes! I can't believe I didn't know about this place before!" Her voice echoed around the large room, startling the waitress and two customers.

"Hush, Sayaka, people are going to stare," Madoka said anxiously. Mami laughed.

"It's fine," the older girl said cheerfully. "Now eat up. The sun's due to set in two hours, so we don't have that much time."

"Witches are more active at night, right?" Madoka asked apprehensively. She was curious about Mami's world, but wasn't completely sure if she wanted to dedicate her life to it. There was also the risk of dying.

"That's right," Mami answered, smiling kindly at her junior. "However, my magic is more than enough to stop any fledgling witch. Older ones are more powerful, but still don't pose that much of a threat." The pinkette gave an audible sigh of relief as Sayaka pumped her fist.

"Go Mami!"she cheered. A sudden skittering noise caused all three to turn as Kyubey trotted in through the open door, pink edged tail swishing. He paused behind the blonde's leg and leaped gracefully through the air to land next to her half eaten parfait.

"Kyubey," the older girl said in surprise. "I thought that you had gone to visit the other magical girls."

"She did not react well to me," Kyubey tilted his head. "I heard what you were discussing before I arrived. While you are experienced, Mami, you still need to be careful around witches. Your style of fighting may not be suited for slaying many."

"I know," Mami set down her spoon. "I am careful. You're really just a worrywart, Kyubey." She pushed her glass to the creature. "Want some?"

"No thanks," Kyubey flicked his tail. "I just ate."

Sayaka, who had been following the exchange with interest, jumped in with a question. "What _do_ you eat?" The creature was silent for a moment while the girls all eyed him suspiciously.

"Oh, this and that," he finally replied nonchalantly. "By the way, I hope that you two have decided on your wishes."

Madoka winced. She had given it some thought but still hadn't come to a conclusion. Deep down inside, she knew that she didn't want to become a magical girl at all, for more than one reason.

"I know what my wish is," Sayaka announced quietly. The group stared at her and she flushed. "I mean, it's possible to use your wish to heal someone else, right?"

"Do you mean Kyosuke?" Madoka asked. Her best friend spluttered.

"NO-uh yes, wait no I mean, I was just talking ya know, general people! Like people with disabilities!" The girl blushed an even darker shade of red when even Madoka gave her a flat stare.

"You want to be careful about those types of wishes," Mami spoke up. There was a wistful sadness in her eyes as she gazed out the window, lost in her thoughts. They were deadly serious, though, when she returned her gaze to the blue haired girl. "You need to know why you're doing this for him. Do you want him to feel eternal gratitude towards you or do you actually want him to be get better?"

Sayaka looked down at her empty plate as Madoka clasped her hands. Misery welled up in the base of her throat and she struggled against the feeling of despair. _You can help_ , a voice at corner of her mind nagged. _You have a wish too. Don't be a coward. Use it!_ The pinkette shook her head quickly. _I can't. I just can't._

"Have you ever known someone who's already made a wish like that?" she asked loudly, trying to drown out her thoughts. Mami nodded silently. "What happened to her?"

"She made a wish for her family, and it ended up killing them."

The metal chair screeched along the marble floor as Sayaka stood up. "I'm going to look at the cheesecakes," she said in a strangled voice, and stalked across the room.

Kyubey licked a paw. "That was cruel, Mami." The older girl sighed.

"I have to tell her what she needs to know. Her wish is what she's going to be fighting for for the rest of her life. She needs to understand the consequences of it. There is no going back," she concluded.

Madoka glanced at Sayaka's hunched form at the counter and felt a stab of helplessness. "What did you wish for?"

"Life," Mami said in a flat tone. "I didn't have the luxury of choosing."

"I…" the other girl started awkwardly. "I'm sorry. I just don't know if I want to even become a magical girl. I mean, I'm not as smart or as cool as you, and I'm not as brave as Sayaka."

"You are unique, however else you feel," Kyubey stretched, catlike. "You are much more than you think." He hopped off the table and weaved expertly towards Sayaka. She appeared to be staring at the counter as if she could obliterate it using her eyes.

"See? Even Kyubey agrees," Mami smiled. "You are perfectly fine being yourself. I don't expect you to become a magical girl so soon, since you have such a wonderful life. However, humans that are aware of witches are more likely to be attacked by them. Also, you have a very-"

The room suddenly jolted sideways as a dark wave of energy exploded from the center of the room. Mami instantly pushed back her chair and transformed, her Soul Gem casting a small aura of warmth. Madoka was slower to react. She struggled to push back the heavy coffee table that was sliding towards her, eyes straining to see in the dim light. Around her, the other customers and waitresses fled out the door, which swung shut.

"Mami!" Kyubey's voice sounded urgently in their minds. The older girl kicked the coffee table out of the way and pulled Madoka up, Soul Gem brightening to light the entire room. "Get over here, quickly!"

The two rushed over to the counter. Kyubey was just faintly visible behind a wall of pulsating darkness. Behind him, the shape of a girl slumped on the floor.

"Sayaka!" Madoka half shrieked. She clapped her hands over her mouth and turned to Mami, who had visibly paled. "She's only unconscious, right? Not, not-"

"No, not dead," Kyubey broke in. "She was grazed by the energy released when the Grief Seed began to hatch."

"What?!" The pinkette stared at the counter in horror. Focusing, she made out the outline of the hatching witch hovering right above the cheesecakes on display. _Oh, Sayaka,_ she pleaded silently, _please be alright_.

To her right, Mami put her hand to the ribbon at the base of her neck. Slowly, her signature rifle formed, followed by a great length of gold ribbon. The girl stepped forward. With a flick of her wrist, the ribbons began whirling, twisting around both girls' ankles. "Follow me," she commanded. The two began stepping towards the border of energy, the ribbons cutting through it like butter through knife.

"Careful," the Incubator hissed, backing away. They were now about three feet apart. "If you use too much magic, the witch may react more aggressively."

Almost instantaneously, the world exploded. Madoka had a vague sensation of falling into white space, then nothingness.

Bells tinkled as a girl with flowing dark hair stepped into the shop, ignoring the yellow tape outside. Her blue eyes widened slightly as she surveyed the disastrous scene. Moonlight streaming through cracked windows illuminated chairs and tables that had smashed to smithereens, the ragged pieces piled haphazardly against one flowered wall. The mahogany floor was scarred in several places by what seemed to be a razored chain, _or a ribbon_. The girl let out a soft curse.

A flash caught her eye. Her feet made no sound as she made her way to the remains of the counter and crouched in front of it. Brushing aside pieces of glass, she uncovered a crushed, spindy black orb. The bottom tapered off into a point, and the top had the emblem of a candy bar. The girl tossed it onto the floor and stood up. A violet glow expanded throughout the room, coming into contact against an invisible circle midair.

"Got you," the girl smiled, raising her newly formed shield. The moonlight glanced off of it, arcing into the shimmering wall. Slowly, the glamour unraveled. Shining gold runes speaking of greed and temptation left spots in the girl's vision. She blinked once, then stepped into the portal without hesitation.

 _I'm coming for you, Madoka._

*******************************

AN: Reviews are greatly appreciated, so please, please, PLEASE REVIEW! , 


	2. Emergence

AN: THANK YOU TO:

TheShadowHunter0547

NeonGal123

And those who read this!

Your support makes the sun shine during my day!

Disclaimer: I do not own Madoka Magica (being just another crazy fangirl). All characters belong solely to Aniplex and other companies.

oOoOoOoOo

Round lollipops speared the tiled floor, white sticks gleaming. Behind them, Madoka shuddered as a group of creatures with swirled patterns scuttled past her.

"Sayaka, are you okay?" she asked nervously. There was a pause before her blue haired friend answered.

"Of course I am!" Sayaka flapped a hand, Kyubey bouncing up and down on her shoulder. Mami put a finger to her lips.

"You want to be quiet now. We can't accidentally cause the witch to hatch earlier than expected. _Let's talk telepathically,"_ the last part was said silently. Madoka nodded.

The magical girl opened her hand, revealing her Soul Gem. It was shimmering. Flecks of gold danced lightly over the surface while tiny flowers sparked and vanished. " _Let's get to the main chamber, girls. I have a feeling that this witch is going to be a handful."_

Kyubey swished his tail. " _If something goes wrong, just make a contract with me so you can defend yourself! Just one of you will do,"_ he peered at Sayaka, who seemed slightly uncomfortable. Madoka let out a breath.

Mami stood up slowly and the girls followed suit. They dashed out of the clump of lollipops into a cluster of slabs of rock candy. She touched one, which flared dark orange and rolled backwards, revealing a small tunnel. They hurried through and found themselves in a forest of dully colored candy. Sayaka plunked herself behind a log-sized marshmallow.

" _This place is huge!_ " she widened her eyes hilariously as Madoka crawled in beside her. The pinkette darted above the marshmallow for a quick look beyond and gasped lightly. A huge cavern, looking strangely like the inside of a layered chocolate cake, opened up around her. Stools of various heights were placed randomly on the caramel floor. Dark staticles hung from the curved ceiling.

" _It's here,_ " Mami warned. A cereal box, set on the highest stool, began rocking back and forth. The rapid movement increased in speed until suddenly, it stopped. Madoka barely had time to form a thought before it exploded.

Waves of energy sliced over their heads, relentlessly pounding into the surrounding walls. Madoka grabbed onto Sayaka while Kyubey was forced to claw into Sayaka's lap to shield himself from the wind. Gradually, it settled.

A tiny doll-like creature floated in the air, wide sleeves waving. Its painted face smiled blankly in the direction of the intruders.

Mami fearlessly stepped out of cover, transforming as she did so. "I'll finish this quickly, Madoka and Sayaka. We still have to hunt that other witch later!" She stepped towards the witch.

 _She's not afraid...and she wants to fight two witches in a row just so people won't get hurt? She's so strong…_ Madoka stared at her senior in awe. Sayaka muttered something under her breath.

Smiling serenely, Mami whisked her hat in a circle. Rows of rifles appeared, which she used to slam the witch into the wall. Hails of bullets punctured holes in it as it writhed in agony. Threads of light danced, binding it around the middle tightly. The blonde tossed aside a rifle and watched in satisfaction as the witch was lowered to the ground.

"I guess today just wasn't your day," she tutted. "Too bad about that." She pulled out a rifle and pushed it against the witch's head. Sayaka clapped as the shot rang out.

"Nice one, Mami!" she hollered. The threads rose and dumped the creature on a stool. Mami picked up her last rifle. It grew in her hands, expanding into a large blaster. She winked and pulled the trigger.

" **Trio Finale**!" The resounding blast sent Madoka tumbling. She raised her head, waiting for the labyrinth to dissolve. It didn't. The witch moved limply against its bonds and Mami's expression melted into fear. She had been too confident.

The head of the creature _slithered_ out of its body, revealing its true form of a serpent. Its eyes leered down at the trembling girls and it licked its lips in anticipation. Mami froze.

"Screw this." Sayaka stood up, eyes shadowed. "Hey Kyubey, can I make my wish now?"

"Of course."

"No!" Madoka cried, not knowing why she was upset. "Don't, don't…"

"I wish," Sayaka began defiantly. " I wish that Kyosuke's hand will heal now and that lots of people will be able to hear him play his violin and that he'll be famous. I wish that he and my family will not suffer much and find happiness in the world!"

A cool blue glow surrounded her. The girl lifted slightly into the air, clutching at her chest. The Incubator looked on impassively.

"Your wish has been granted, Miki Sayaka."

oOoOoOoOo

Throughout her life, Mami had been alone. Her parents had died in a car accident when she was little, and she had only a few pictures and memories to remember them by. After that, she had been deemed 'unapproachable' by relatives and peers, and was sent to live by herself in a comfortable but isolated apartment. Life as a magical girl was dangerous, and Mami only worked so hard because there was no one to care. There was no one in the world who she had attachments to, and none who felt any attachment to her. Only her logic provided her with a sense of self perseverance. The longer she lived, the more innocents she saved. That didn't change the fact that she was desperately, achingly lonely.

That was why she was shocked when the girl fighting at her side had made her wish. Partially for her family and sweetheart, yes, but also partially for _her_. Mami marveled at the fact that someone had decided a life of comfort without her was worse than a life of danger including her. It was a novel sensation.

"Don't freeze up again when you face that thing!" Sayaka scolded her mentor. "You'll get killed! You're lucky I got there when I did." Her white cape flapped behind her as she slashed at the enemies.

"That I was," Mami wove her ribbons into a rappel and swung Sayaka in an arc around the area. With a wave of the new magical girl's hand, a barrage of sapphire swords formed and sliced the desperately attacking familiars into pieces with ease. The witch howled in anger and thrashed as Mami cocooned it with ribbons. "Two against one almost seems unfair."

"That thing nearly killed you. Don't tempt fate," Kyubey warned. Suddenly, the witch fell quiet.

"Hey Mami, do you feel something strange in the a-" Sayaka was cut off by an explosion of energy. With a sense of dawning horror, Madoka recognized the pattern of waves. She crouched down and buried her head in Kyubey's fur, shaking.

"It can't be," Mami murmured, bracing herself against the wind. The cause of the explosion had seemed to come from underneath a stool. "We're already inside a labyrinth. It's almost unheard of for two witches to hatch at the same time in the same place!"

"What's the point of me making a wish if life just throws another witch at me?" Sayaka wailed. "We're so dead…" She stabbed her sword next to her friend and watched as the hidden egg began to glow. The Grief Seed rose and morphed into a writhing black mass. Gradually, the labyrinth began draining of color, all objects and creatures turning an odd combination of white, black, or red except for the witches.

"We can do this," the golden haired girl said to herself. "It's a combined labyrinth now. There's two of them and two of us."

"Yeah, I'll take the new creepy thing and you take the oldie," Sayaka waved her sword. "Good luck and don't die!" They both launched off the stool they had been standing on. Mami twisted midair and fired at the already trapped witch.

"Should I make a wish?" Madoka asked Kyubey worriedly. She wondered what she would wish for. Then she wondered if she _wanted_ to make a wish.

"They can handle it, I think," Kyubey replied. "I just hope that Sayaka doesn't drain her Gem too quickly." They watched the bluenette dart around the witch, striking it with one or more swords at a time. Her vigorous attacks began to slow down after a while, and the swift attacks of her opponent left gaping wounds on her body.

"Sayaka!" Madoka screamed as the witch hurled the magical girl across the cavern. The girl hit the wall with a sickening crack and didn't move. "Mami! Help!"

The blonde glanced over, distracted. The serpent reared, fangs flashing. Ribbons tore. The crunch of Mami's Soul Gem as it shattered echoed the sound of Sayaka's as it was crushed. Kyubey leaped into the air.

"Madoka! Make a wish, any wish! Hurry!"

The urgency of his voice couldn't shake Madoka out of shock. She couldn't tear her eyes away from Mami and Sayaka, both in pools of crimson blood. They had been alive only moments ago. Now...now they were dead and it was her fault.

The serpent began feasting. Sayaka remained unmoving, empty eyes glazed over. The second witch thumped its bloodstained limbs on the ground.

"Wish for something!" Kyubey cried.

"I...I wish…" Madoka stammered. "I wish that I-"

"That won't be necessary," a cool voice rang out. A lithe girl dressed in black and purple vaulted through the air. "They are my opponents." Madoka could only watch in dazed shock as the newcomer slipped a hand behind her small round shield.

An explosion rocked the entire labyrinth. The second witch screeched as it was torn to shreds and faded away into the smoke had cleared, Kyubey shook with excitement. The serpent drew back slightly.

The raven haired girl paused on top of a stool, looking back.

Tears slipped out without Madoka knowing it as the final witch imploded upon itself. She remained seated on the floor as the labyrinth finally gave way to reality. "I can't believe this," she whispered as the magical girl made her way over. It was dawn in the real world, the sun peeking through the blinds of the windows of the cafe. "I don't want this." _Sayaka, Mami, you both died for this, for ? How could you both be so strong? I could have saved you, could have done_ something _, but I..._ Her eyes rose in despair, and met blue ones.

"Madoka?" the other girl asked hesitatingly. She didn't question how the stranger knew her name when they had never met, or why there was that _ache_ in her voice which told her that yes, this girl did indeed know her. But then again, miracles were the result of magic. _Miracles and magic._ She could do anything, now _would_ do anything to save her friends. Even if that meant…

Kyubey looked up at her, swishing his tail. "Are you ready?"

"NO!" the magical girl screamed. Gunshots rang out and Kyubey fell soundlessly to the floor. Madoka barely had time to gasp before another creature- _Kyubey?_ -whipped through the door, evading the spray of bullets.

"Stop!" Madoka grabbed the other girl. "What are you doing?!"

"Homura," the creature said. "I am prepared to use as many forms as it takes to grant her wish." Homura's eyes widened, and she let the gun clatter to the floor.

"It's come to this point?" she murmured. "After all these times I've tried, now you're trying too?" She stared pleadingly at Madoka. "Don't, Madoka. Please."

Madoka stared back at the girl, sadness filling her eyes. She turned back to Kyubey.

"I wish," she said carefully. _Choose wisely._ "I wish that I can travel through time, any time, any place, and be able to save my friends and family. I'll do it all over, only I'll be strong enough and powerful enough to do that and more!"

"No," Homura whispered as pink light expanded throughout the room. "It wasn't supposed to be like this!"

Pain curled around Madoka's heart. She cupped her hands and brought them up, blinking away tears as the light overwhelmed her. Slowly, her uniform changed into a pink dress, cherry shoes gently leaving the floor as she lifted into the air.

"Your wish has overcome entropy. Go now, and use your new powers!"

Madoka pressed a hand to her chest. Her Soul Gem glowed, red hot against her collarbone. _Back in time, to another world, when Sayaka and I were happy, when Mami first met us…_

And she was gone.

oOoOoOoOo

AN: Reviews always appreciated, flames ignored. Until next time!


	3. Starting Over

Disclaimer: I do not own Puella Magi Madoka Magica :(

AN: Thanks for being patient! I'm really sorry for the slow updates :( . I'd originally planned to not update for another month or so (life is busyyyy)...but here it is!

 _Darkness, wind._

 _Light_

"Achoo!" Madoka sneezed. She blearily opened her eyes, a massive headache pounding at her temples. Her cozy room greeted her. With a start, she remembered. She opened her right hand. _So it wasn't a dream…_

A pink Soul Gem shimmered in her palm, radiating warmth. Only a tiny point of blackness marred the surface. Madoka sneezed again. _Oh, that's right. I was sick on the day Sayaka met Mami._ Her gem flashed. She pushed back her blankets and hopped out of bed, mind clear. _A second chance._

She rushed as she prepared for school, dressing and finishing breakfast in record time. As she dashed out of her house, finishing the last bite of toast, she spotted her friends.

"Sayaka!" she cried. Images flashed in her head, bloody and grotesque. She pushed them aside as she embraced her friend in a tight hug.

"Madoka?" the bluenette said confusedly. The smaller girl pulled back, discreetly wiping her eyes.

"Nothing," she smiled. "Just glad to see you."

"Well, then," Hitomi coughed. "It's nice to see you too."

"Mmhm," Madoka nodded. She glanced up at the blue sky, then at the dazzling cityscape. _So I really did go back in time._

"What's with the ring?" Sayaka asked as they began to walk.

"Oh, I got it yesterday," she replied, glancing down.

"It's very pretty," Hitomi observed.

"Oooooh," Sayaka danced ahead. "Madoka's wearing a ring! Maybe it's from a special someone! Ohhhhh how my little girl has grown." She grinned slyly.

"No, it's not like that," Madoka protested.

"Oh my," Hitomi murmured. "Denial is the first sign."

"No, it's-" she was cut off by the first bell. _Thank goodness._ The girls set off at a run, conversation forgotten.

oOoOoOoOo

"-and boys, you must never be so petty as to care about how your egg is cooked!" Ms. Saotome brandished her pointer furiously. She slowly exhaled, and smiled brilliantly. "Now, we're going to have a transfer student today!"

Madoka raised her head in shock. _I don't remember that. There wasn't a new student when I went back to school the next day._ Shoes clicked as a girl stepped into the room, long black hair swaying in time to her steps. Whispers started as she turned and bowed to the class.

"Hello, my name is Homura Akemi," she said calmly. Madoka simply stared, entranced by a flash of lavender.

"Akemi-san, you may take the empty seat in the front," the teacher gestured. As Homura stepped toward the chair, her eyes flickered towards Madoka, who touched her hair with her left hand. The girl missed a step and stumbled.

"What happened?" Sayaka asked. "She looked really surprised when she saw you."

"It's nothing," Madoka shook her head. _How does she still know me?_

At break, Akemi made her way over to the three. Her aura was nothing less of intimidating, but now there was a tinge of uncertainty.

"Can you take me to the nurse's office?" she asked, looking at the pinkette. Hitomi tilted her head, eyes calculating.

"How did you know that she was the nurse's aide?" the girl said slowly.

"It's okay," Madoka rose. "Let's go, Akemi-san." She almost missed the other's wince, further throwing her into confusion. As they walked through the hallways, the new student navigated the twists and turns with ease, almost to the point of which Madoka felt that she herself was following instead of leading. When they reached the windowed bridge between the buildings, Akemi turned to face the girl.

"How did you become a magical girl? When?" she asked quickly.

"Um," Madoka fumbled for an answer. "A couple days ago, um, I met Kyubey, so I made a wish."

"About?"

"I'm really sorry, but I don't think it's your business," she answered, puzzled. _I probably shouldn't tell anyone._ "Why?"

"It's nothing," the girl brushed her hair back with a hand.

"How do you know me?" Madoka frowned. Akemi glared.

"Why would you think that I know you? We've never met before this."

"I just have this feeling," the pinkette cast her eyes down. _And memories from another timeline._ Akemi flinched. "Well, I guess it could be just me."

"Have you come in contact with Mami Tomoe?" Akemi asked suddenly.

"Y-No, I don't know her." _Thank goodness I remembered that I hadn't met her yet._

"Then I'll be going," Akemi turned. "If you ever need any help, feel free to ask me. When you meet Tomoe-san, remember that she'll make a powerful ally." She continued down the hallway, leaving Madoka staring after her.

oOoOoOoOo

The moment Homura rounded the corner, she headed for the wall and sank down on the floor.

"Something's wrong," she said out loud. It wasn't that this Madoka had seemed far bolder than the increasingly shy Madokas before her. It was that this Madoka no longer had that _innocence_ to her. When they had looked at each other in the hallway, after the girl had talked about that 'feeling', her eyes had darkened. Homura had only seen those eyes on battle hardened veterans who had witnessed horrific things. Those eyes were the ones she saw when she looked in the mirror. She never would've thought that a eighth grade, barely a week old magical girl would seem so...cold. _What could have caused her to look like that? Her wish? Then what and why did she make a wish?_

"Tomoe-san will help her," she decided. "She's always been a reliable mentor so far. I can't let myself get too close to Madoka. If this timeline goes to waste, I can't despair." _There's no way to help then._ "I just have to find out what her wish and powers are."

The girl stood and headed for the exit. School was unnecessary. She had to find Kyubey.

oOoOoOoOo

"Hey Madoka!" Sayaka shouted, jumping up and down. "Do you want to go to the music shop?"

"Sure," the girl replied. "How about you, Hitomi?"

"I'm have piano class later," Hitomi sighed, closing her locker.

"That's too bad," Sayaka said sympathetically. "See you tomorrow!" The two waved before walking out of the school, across the street, and into the mall. As the escalator whirred, Madoka looked around.

 _Last time, Sayaka went by herself. She said that she found Kyubey badly hurt in the basement, then got trapped by a familiar before Mami rescued her._

"Oh!" Sparkles swirled in the the bluenette's eyes as she glimpsed the store. "NO way! They just restocked and bought all the recently covered songs! AHHHHHH!" She bounced her way in, right into the classical section. "Ohmygoshhh…." Madoka stifled a giggle at the difference between her joyful friend and the other people in the aisle.

They each wandered into different sections of the store. Madoka glanced at a display and felt a surge of delight. She placed on the headphones and smiled as "Connect" began playing. Then a voice, all too familiar, sounded in her mind.

 _Help,_ Kyubey panted, sounding horribly weak. _Please, help me!_

Madoka took off her headphones. She began moving purposefully towards the stairs. Two lights swayed in the corner, flickering, as she allowed her Soul Gem to expand into an orb. The door creaked as she pushed it open and hurried down the staircase.

The lower level was almost completely dark, with only her Gem lighting the way. Her eyes had adjusted quickly, though, and she could see the opposite wall. Boxes stacked against the stone column prevented her from having a clear view of the floor.

 _Where are you?_

A resounding crash nearly scared her out of her wits as the ceiling gave way to a small form. It skidded along the floor and lurched into her arms.

"It's going to be okay," Madoka said soothingly. Her heart clenched as she noticed the cuts and bruises. She stepped back as a dark form swung out and into the light of her Gem.

"Akemi-san?!"

"Hand it over," the girl raised a gun. Her hand was steady. Madoka hesitated, taking another step backwards.

 _I don't think I can win in a fight with her, even if I wanted to. I don't want to hurt her. But I have to get Kyubey away._

She spun as a whitish fog filled the air.

"Come on!" Sayaka shouted. She hurled the extinguisher at the raven haired girl and sprinted away, closely followed by the pinkette. Madoka couldn't help but let out a breath of frustration. Carbon dioxide had no chance of stopping a magical girl. There was no way they could escape without her using her powers. _And I can't do that._

Ripples distorted the space as splashes of color painted themselves into a world entirely different from the basement. They were in the center of a deep crater. Scissor-like beings snapped and chattered at the rim, blades glinting.

"What?!" Sayaka shouted in utter confusion. "The exit was just...there?" She pointed vaguely in the direction of the chittering figures. They began moving closer. "Madoka? What's going on?" She moved closer, eyes panicked.

 _MAMI WHERE ARE YOU?_ Madoka inwardly screamed. She hugged Kyubey closer and glanced at her friend, then around. _I haven't even transformed once! There's no way I can do this!_ She tried to push down the tiny part of her that reminded her that she simply didn't want to reveal her powers, not when that path had led Sayaka to disaster.

The creatures began pouring down the slope, the sky darkening above them. _I can't risk our lives though. And when Mami comes she'll find out anyway._ She inhaled sharply.

"Sayaka," she pushed Kyubey gently in the other girl's arms. "Don't be too surprised, okay?"

"Eh?!"

Madoka took two steps forward and opened her hand, Gem resting on her palm. Bands of pink light whirled in the air. She suddenly smiled, feeling a presence.

"I'm new at this," she said out loud, visibly stopping her transformation. "Please, can you help me?"

A blast of energy cleared the entire area, with the two girls straining to see against the bright light. It dimmed, leaving the floor dancing with spots of gold. A girl leapt down, twisting and transforming as she did so. Her Gem shone against her blond hair.

"Of course," she winked, extending a hand. "It's always been my policy to help!"

oOoOoOoOo

AN: Reviews loved, flames ignored. Until next time!


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